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0001877788
2022-08-03
2022-08-03
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UNITED
STATES
SECURITIES AND EXCHANGE COMMISSION
Washington,
D.C. 20549
FORM 8-K
CURRENT
REPORT
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
Date
of Report (Date of earliest event reported): August 3, 2022
| Boon Industries, Inc. |
| (Exact
name of registrant as specified in charter) |
| Oklahoma |
|
000-56325 |
|
84-5079920 |
(State
or other Jurisdiction
of Incorporation) |
|
(Commission
File Number) |
|
(IRS
Employer Identification No.) |
| 13340 Grass Valley Ave, Unit D, Grass Valley, California |
95945 |
| (Address
of principal executive offices) |
(zip
code) |
Registrant’s
telephone number, including area code:(530) 648-1333
Check
the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of registrant under any
of the following provisions:
| o | Written
communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
| o | Soliciting
material pursuant to Rule 14a-12(b) under the Exchange Act (17 CFR 240.14a-12(b)) |
| o | Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
| o | Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Securities
registered pursuant to Section 12(b) of the Act:
| Title
of each class |
|
Trading
Symbol(s) |
|
Name
of each exchange on which registered |
| N/A |
|
N/A |
|
N/A |
Indicate
by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (17 CFR §230.405)
or Rule 12b-2 of the Securities Exchange Act of 1934 (17 CFR §240.12b-2).
Emerging
growth company x
If
an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying
with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.
Item
5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of
Certain Officers.
Resignations
of Directors and Officers
On
August 3, 2022, Edouard Beaudette submitted a letter of resignation to Boon Industries, Inc. (the “Company”), resigning as
a director of the Company and as its Chief Strategic Officer, effective September 3, 2022.
On
September 7, 2022, Eric Watson resigned from his positions as a director of the Company and as its Chief Operating Officer; Johann Loewen
resigned from his position as a director of the Company; and Justin Gonzalez resigned from his positions as the Company’s Chief
Executive Officer, President and Secretary. Mr. Gonzalez will continue to serve as a director of the Company, and has been appointed
to serve as the Company’s Chief Operating Officer.
In
connection with his appointment as Chief Operating Officer, Mr. Gonzalez entered into an employment agreement with the Company with a
one-year term, pursuant to which Mr. Gonzalez will be (i) paid an annual salary of $100,000, which may be paid by the issuance of shares
of the Company’s Series A Preferred Stock, and (ii) issued $50,000 of shares of the Company’s Series A Preferred Stock.
The
Company also entered into a Resignation and Settlement Agreement with Messrs. Gonzalez, Watson and Loewen under which all prior agreements
between each of them and the Company were terminated, and under which:
| (i) | The
Company will pay Mr. Gonzalez $250,000 on or prior to August 29, 2024 to satisfy accrued
obligations owed to him in the aggregate amount of $492,777, consisting primarily of unpaid
wages. In the event the Company fails to pay the settlement amount when due, such amount
will increase by 200% and begin to accrue interest at the rate of 10% per annum. |
| (ii) | The
Company will issue Mr. Watson $125,150 of shares of the Company’s Series A Preferred
Stock to satisfy accrued obligations owed to him in amount of $250,290 for unpaid wages.
The Company has agreed to repurchase the shares of Series A Preferred Stock by August 29,
2024. In the event of a default by the Company to Mr. Watson, the settlement amount will
increase by 200% and begin to accrue interest at the rate of 10% per annum. |
| (iii) | The
Company will pay Mr. Loewen $3,140 on or prior to March 1, 2023 to satisfy unpaid consulting
fees owed to him in the amount of $53,140. In the event the Company fails to pay the settlement
amount when due, such amount will increase by 200% and begin to accrue interest at the rate
of 10% per annum. |
Appointment
of William “Joe” Reed
On
September 7, 2022, the Board of Directors of the Company appointed William J. Reed to serve as the Chairman of the Board of the Company
and as its Chief Executive Officer, President and Secretary.
Mr.
Reed, 44, previously served as the Chief Operating Officer of Gold Mountain Distribution, a logistics management solution for the cannabis
industry, since March 2018. Mr. Reed also founded the Cali Care Group in 2010 and continues to serve as its principal owner and officer.
In
connection with his appointment as Chairman and Chief Executive Officer, Mr. Reed entered into an employment agreement with the Company
with a one-year term, pursuant to which Mr. Reed will be paid an annual salary of $200,000, which may be paid by the issuance of shares
of the Company’s Series A Preferred Stock, and issued $150,000 of shares of the Company’s Series A Preferred Stock.
Other
than as set forth above, there are no arrangements or understandings with Mr. Reed pursuant to which he was appointed as an officer director
of the Company, and there are no related party transactions between the Company and Mr. Reed that are subject to disclosure under Item
404(a) of Regulation S-K.
Item
9.01. Financial Statements and Exhibits.
(d) Exhibits.
SIGNATURES
Pursuant
to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by
the undersigned hereunto duly authorized.
| |
Boon
Industries, Inc. |
| |
|
| |
Date:
September 12, 2022 |
| |
|
|
| |
By:
|
/s/
William J. Reed |
| |
Name:
William J. Reed |
| |
Title:
Chief Executive Officer |
Exhibit
10.1
EMPLOYMENT
AGREEMENT
This
Agreement is dated September 7, 2022, between William Reed, further referred to as the (“Employee”) and Boon Industries Inc.,
further referred to as the (“Company”).
RECITALS
Whereas
the company desires to enter into this employment agreement with the employee appointing the Employee as Chairman, CEO, President and
Secretary, and
Whereas,
both parties have reviewed this agreement and any/all documents delivered pursuant hereto, and have taken such additional steps and reviewed
such additional documents and information as deemed necessary to make an informed decision to enter into this Agreement, and
Whereas,
both parties desire to make certain representations, warranties, and agreements in connection herewith under the following terms and
conditions:
AGREEMENT
Therefore,
for good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the Parties agree as follows:
Job
Description: As the Executive Chairman of the Board of Directors, the employee shall facilitate the operations and deliberations
of the Board and the satisfaction of the Board’s functions and responsibilities under its mandate. As the chief executive officer (CEO),
the employee shall plan the company’s overall strategies and policies. This includes responsibility for all components and departments
of a business. The CEO will ensure that the organization’s
leadership is constantly aware of key external and internal factors.
Term:
The term of this agreement is for a period of one year and renewable with consent on an annual basis.
Compensation:
Salary: the employee will receive an annual salary of $200,000 to be paid in equal monthly installments. Any unpaid salary may be accrued
and converted to Preferred Series A shares of the company.
Stock:
Upon execution of this Agreement the company will issue to the employee $150,000 of Preferred Series A shares.
Confidentiality:
The provisions of this Agreement are confidential and private and are not to be disclosed to outside parties (except on a reasonable
need to know basis only) without the express, advance consent of all parties hereto or by order of a court of competent authority.
The
employee agrees and acknowledges that during this agreement in the performance of his duties and responsibilities that he will come into
possession or knowledge of information of a confidential nature and/or proprietary information of company.
Such
confidential and/or proprietary information includes but is not limited to the following of company, its agents, contractors, employees
and all affiliates: corporate and/or financial information and records of company or any client, customer or associate of company; information
regarding artists or others under contract, or in contact with, company; customer information; client information; shareholder information;
business contacts, investor leads and contacts; employee information; documents regarding company website and any company product, including
intellectual property.
The
employee represents and warrants to the company that he will not divulge confidential, proprietary information of company to anyone or
anything without the advance, express consent of company, and further will not use any proprietary information of company for his or
anyone else’s gain or advantage during and after the term of this agreement.
Further
Representations and Warranties: The employee acknowledges that this is an employment position and represents that he will perform
his duties and functions herein in a timely, competent, and professional manner. The employee represents and warrants that he will be
fair in his dealing with company and will not knowingly do anything against the interests of company and its shareholders.
Survival
of Warranties and Representations: The parties hereto agree that all warranties and representations of the parties survive the closing
of this transaction.
MISCELLANEOUS
PROVISIONS
Expenses:
Each party shall bear its respective costs, fees and expenses associated with the entering into or conducting its obligations under this
Agreement. Unless otherwise such expense is approved in writing by the company.
Indemnification:
Any party, when an offending party, agrees to indemnify and hold harmless the other non- offending parties from any claim of damage of
any party or non-party arising out of any act or omission of the offending party arising from this Agreement.
Breach:
In the event of a breach of this Agreement, ten (10) days written notice (from the date of receipt of the notice) shall be given. Upon
notice so given, if the breach is not so corrected, the non-breaching party may take appropriate legal action per the terms of this Agreement.
Assignment:
This Agreement is assignable only with the written permission of the company.
Amendment:
This Agreement is the full and complete, integrated agreement of the parties, merging and superseding all previous written and/or oral
agreements and representations between and among the parties, and is amendable in writing upon the agreement of all concerned parties.
All attachments hereto, if any, are deemed to be a part hereof.
Interpretation:
This Agreement shall be interpreted as if jointly drafted by the parties. It shall be governed by the laws of the State of California
applicable to contracts made to be performed entirely therein.
Arbitration:
If the parties cannot settle a dispute between them in a timely fashion, either party may file for arbitration in California. Arbitration
shall be governed by the rules of the American Arbitration Association. The arbitrator(s) may award reasonable attorney fees and costs
to the prevailing party. Either party may apply for injunctive relief or enforcement of an arbitration decision in a court of competent
jurisdiction within California.
Counterparts:
This Agreement may be executed in counterparts each of which shall be deemed an original and all of which together shall constitute the
same agreement. Facsimile signatures shall be considered as valid and binding as original signatures.
IN
WITNESS WHEREOF, the Parties hereto have executed this Agreement on the date first written above.
 |
|
9/7/2022 |
| Justin
Gonzalez, CEO and Chairman |
|
Date |
| |
|
|
 |
|
9/7/2022 |
| William
Reed, Employee |
|
Date |
Exhibit
10.2
EMPLOYMENT
AGREEMENT
This
Agreement is dated September 7, 2022, between Justin Gonzalez, further referred to as the (“Employee”) and Boon Industries
Inc., further referred to as the (“Company”).
RECITALS
Whereas
the company desires to enter into this employment agreement with the employee appointing the Employee as COO, Director and Treasurer,
and
Whereas,
both parties have reviewed this agreement and any/all documents delivered pursuant hereto, and have taken such additional steps and reviewed
such additional documents and information as deemed necessary to make an informed decision to enter into this Agreement, and
Whereas,
both parties desire to make certain representations, warranties, and agreements in connection herewith under the following terms and
conditions:
AGREEMENT
Therefore,
for good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the Parties agree as follows:
Job
Description: The chief operating officer (COO) is a senior executive that
oversees the day-to-day administrative and operational functions within the organization. The COO will report directly to the chief executive
officer (CEO). The employee will assist the CEO with the day to day operations of the company. The employee is appointed as a Director
on the company’s Board of Directors and will assist the Chairman in such related duties.
Term:
The term of this agreement is for a period of one year and renewable with consent on an annual basis.
Compensation:
Salary: the employee will receive an annual salary of $100,000 to be paid in equal monthly installments. Any unpaid salary may be accrued
and converted to Preferred Series A shares of the company.
Stock:
Upon execution of this Agreement the company will issue to the employee $50,000 of Preferred Series A shares.
Confidentiality:
The provisions of this Agreement are confidential and private and are not to be disclosed to outside parties (except on a reasonable
need to know basis only) without the express, advance consent of all parties hereto or by order of a court of competent authority.
The
employee agrees and acknowledges that during this agreement in the performance of his duties and responsibilities that he will come into
possession or knowledge of information of a confidential nature and/or proprietary information of company.
Such
confidential and/or proprietary information includes but is not limited to the following of company, its agents, contractors, employees
and all affiliates: corporate and/or financial information and records of company or any client, customer or associate of company; information
regarding artists or others under contract, or in contact with, company; customer information; client information; shareholder information;
business contacts, investor leads and contacts; employee information; documents regarding company website and any company product, including
intellectual property.
The
employee represents and warrants to the company that he will not divulge confidential, proprietary information of company to anyone
or anything without the advance, express consent of company, and further will not use any proprietary information of company for his
or anyone else’s gain or advantage during and after the term of this agreement.
Further
Representations and Warranties: The employee acknowledges that this is an employment position and represents that he will perform
his duties and functions herein in a timely, competent, and professional manner. The employee represents and warrants that he will be
fair in his dealing with company and will not knowingly do anything against the interests of company and its shareholders.
Survival
of Warranties and Representations: The parties hereto agree that all warranties and representations of the parties survive the closing
of this transaction.
MISCELLANEOUS
PROVISIONS
Expenses:
Each party shall bear its respective costs, fees and expenses associated with the entering into or conducting its obligations under this
Agreement. Unless otherwise such expense is approved in writing by the company.
Indemnification:
Any party, when an offending party, agrees to indemnify and hold harmless the other non- offending parties from any claim of damage of
any party or non-party arising out of any act or omission of the offending party arising from this Agreement.
Breach:
In the event of a breach of this Agreement, ten (10) days written notice (from the date of receipt of the notice) shall be given. Upon
notice so given, if the breach is not so corrected, the non-breaching party may take appropriate legal action per the terms of this Agreement.
Assignment:
This Agreement is assignable only with the written permission of the company.
Amendment:
This Agreement is the full and complete, integrated agreement of the parties, merging and superseding all previous written and/or oral
agreements and representations between and among the parties, and is amendable in writing upon the agreement of all concerned parties.
All attachments hereto, if any, are deemed to be a part hereof.
Interpretation:
This Agreement shall be interpreted as if jointly drafted by the parties. It shall be governed by the laws of the State of California
applicable to contracts made to be performed entirely therein.
Arbitration:
If the parties cannot settle a dispute between them in a timely fashion, either party may file for arbitration within California. Arbitration
shall be governed by the rules of the American Arbitration Association. The arbitrator(s) may award reasonable attorney fees and costs
to the prevailing party. Either party may apply for injunctive relief or enforcement of an arbitration decision in a court of competent
jurisdiction within California.
Counterparts:
This Agreement may be executed in counterparts each of which shall be deemed an original and all of which together shall constitute the
same agreement. Facsimile signatures shall be considered as valid and binding as original signatures.
IN
WITNESS WHEREOF, the Parties hereto have executed this Agreement on the date first written above.
|
|
9/7/2022 |
| William
Reed, CEO and Chairman |
|
Date |
| |
|
|
|
|
9/7/2022 |
| Justin
Gonzalez, Employee |
|
Date |